EXHIBIT 10.6
FIRST AMENDMENT TO
EXCHANGE DEBENTURE
THIS FIRST AMENDMENT TO EXCHANGE DEBENTURE (the "Amendment") is entered
into effective as of December 31, 2002 (the "Effective Date") by and among
Nextera Enterprises, Inc., a Delaware corporation ("Borrower") and Knowledge
Universe, Inc., a Delaware corporation, or its assigns (the "Lender"), and is
made with reference to the following:
RECITALS
A. As of July 23, 2002, Borrower issued a Debenture to Lender in the
amount of $21,292,550 (the "Debenture").
B. The terms of the Debenture provide that: "[t]he Maturity Obligations
shall be due and payable January 2, 2004 (the "Maturity Date"). As used herein,
"Maturity Obligations" shall mean the entire outstanding principal amount,
together with all accrued but unpaid interest thereon, and all other sums due
and unpaid hereunder."
C. Lender and Borrower have agreed to amend the Debenture so as to change
the Maturity Date to January 1, 2005.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereto agree as follows:
1. Section 2 of the Debenture is deleted in its entirety and new Section 2
is added to read as follows: "The Maturity Obligations shall be due and payable
as of January 1, 2005 (the "Maturity Date"). As used herein, "Maturity
Obligations" shall mean the entire outstanding principal amount, together with
all accrued but unpaid interest thereon, and all other sums due and unpaid
hereunder."
2. A new Section 14 is added to read as follows: "This Debenture is
subject to the Second Amended and Restated Subordination Agreement dated as of
December 31, 2002, as from time to time in effect, among Lender, Borrower, and
Fleet National Bank, as Agent, which, among other things, subordinates the
obligations of Borrower hereunder to the prior payment of obligations of
Borrower to the holders of Senior Indebtedness as defined therein."
IN WITNESS WHEREOF, Borrower and Lender, intending to be legally
bound hereby, have caused this First Amendment To Debenture to be duly executed
effective as of the date first written above.
BORROWER
Nextera Enterprises, Inc., a Delaware corporation
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Its Chief Financial Officer
LENDER
Knowledge Universe, Inc., a Delaware corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Its Secretary